DGL - 2026 Notice of Annual Meeting and Agenda

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
Notice is given that the 2026 Annual Meeting of Delegat Group Limited will be held as a hybrid meeting on Thursday 3
December 2026, commencing at 2.00pm.
The Company has made the decision to hold a hybrid Annual Meeting. All shareholders will have the opportunity to
attend in person and/or participate in the 2026 Annual Meeting online through the Computershare Meeting Services
web platform https://meetnow.global/nz.
By using the web platform, you will be able to watch the Annual Meeting and vote and ask questions online using
your smartphone, tablet or desktop device. Instructions and further details on how to participate in the virtual Annual
Meeting are in the Virtual Meeting Guide available at www.computershare.com/vm-guide-nz.
The Delegat Board and management look forward to welcoming you to the Annual Meeting.
Location Map
Te Kāhui Room, Pipiri Lane, 124 Halsey Street, Wynyard Quarter,
Auckland 1010
Business and Agenda of the Meeting
A. CHAIR’S ADDRESS
B. CHIEF EXECUTIVE OFFICER’S ADDRESS
C. FINANCIAL REPORTS AND STATEMENTS
To receive and consider the Consolidated Financial Statements of
Delegat Group and Reports of the Directors and of the Auditor for
the year ended 30 June 2026 as contained in the Company’s 2026
Annual Report.
D. RESOLUTIONS
Shareholders will be asked to consider and, if thought appropriate, to pass the following resolutions:
1. Re-election of Jakov (Jim) Delegat as Director:
Jim Delegat retires in accordance with the provisions of the constitution of the Company and, being eligible, offers himself
for re-election. A profile for Jim Delegat is included in the Explanatory Notes.
2. Re-election of Phillipa Muir as Director:
Phillipa Muir retires in accordance with the provisions of the constitution of the Company and, being eligible, offers herself
for re-election. A profile for Phillipa Muir is included in the Explanatory Notes.
3. Directors’ remuneration:

The meeting will be asked to consider by ordinary resolution:
Pursuant to NZX Listing Rule 2.11.1, the total remuneration pool for non-executive directors to be increased by $220,000,
from $730,000 to $950,000 per annum. Further information is included in the Explanatory Notes.
4. Auditor’s remuneration:

The meeting will be asked to consider by ordinary resolution:
To record the automatic reappointment of the Auditor, Deloitte, and to authorise the directors to fix the auditor’s
remuneration for the ensuing year. Further information is included in the Explanatory Notes.

These resolutions are to be considered as ordinary resolutions and, to be passed, require the approval of more than
50% of the votes of those shareholders entitled to vote and voting on the resolution, pursuant to section 105(2) of
the Companies Act 1993. For further information on the resolutions, please see the Explanatory Notes.
E. GENERAL BUSINESS
Consideration of any other business.
On behalf of the Delegat Board,
JIM DELEGAT

Chair
Pipiri
Lane
124
Halsey St
DELEGAT GROUP LIMITED • NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

DELEGAT GROUP LIMITED • NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
Procedural Notes
The Company has made the decision to hold a hybrid Annual Meeting. All shareholders will have the opportunity to
attend in person and/or participate in the 2026 Annual Meeting online through the Computershare Meeting Services
web platform.
By using the web platform, you will be able to watch the Annual Meeting and vote and ask questions online using your
smartphone, tablet or desktop device. Please refer to the enclosed Virtual Meeting Guide for more information.
SHAREHOLDERS ENTITLED TO ATTEND AND VOTE
Under section 125 of the Companies Act 1993, the Board has determined that, for the purposes of voting at the Annual
Meeting, only those registered shareholders of the Company as at 5.00pm on Tuesday 1 December 2026 (New Zealand
time), being a day not more than 20 working days before the meeting, shall be entitled to exercise the right to vote at
the meeting. Voting will be by way of a poll.
Except for the restrictions set out in Explanatory Note 3 – Directors Fees, there are no restrictions on any shareholder
or group of shareholders to prevent them from exercising their vote on any of the resolutions being considered at the
meeting.
CASTING YOUR VOTE
You can participate and cast your vote at the meeting in person or online.
• If you propose to attend the meeting in person please bring your Voting/Proxy Form to the meeting as the barcode
will assist with your registration and the Voting/Proxy Form will be used to vote. If you do not have your Voting/Proxy
Form please identify yourself and provide your CSN/Shareholder Number at the Computershare registration desk
on arrival to be registered and issued with a Ballot Paper to vote.
• If you propose to attend the meeting online you can do so via the Computershare Meeting Platform

https://meetnow.global/nz. To access the meeting, click ‘Go’ under the Delegat Group Limited meeting and then
click ‘Join Meeting Now’. Select ‘Shareholder’ on the login screen and enter your CSN/Shareholder Number and
post code (or country of residence if outside of New Zealand). Please also refer to the attached Virtual Meeting
Guide for more information.
PROXIES AND CORPORATE REPRESENTATIVES
All shareholders that hold shares as at voting entitlement date are entitled to attend and vote at the Annual Meeting
or to appoint a proxy or representative (in the case of a corporate shareholder), to attend and vote on their behalf. The
appointment of a proxy or representative does not preclude a shareholder from attending and voting at the virtual
Annual Meeting in place of the proxy or representative. A proxy need not be a shareholder of the Company. You may, if
you wish, appoint ‘The Chair of the Meeting’ as your proxy by filling in the proxy form to that effect.
A proxy form, with which you can appoint a proxy, is enclosed with this Notice of Meeting. The Chair will vote according
to your instructions. If the Chair is not instructed how to vote, he will vote in favour of resolutions 1, 2 and 4, abstaining
from voting on resolution 3.
If, in appointing your proxy, you do not name a person to be your proxy, or your named proxy does not attend the virtual
Annual Meeting, the Chair of the Annual Meeting will be your proxy and may only vote in accordance with your express
direction.
RETURN OF PROXY FORMS
Proxy Forms must be received at the office of the Company’s share registrar, Computershare Investor Services
Limited, Private Bag 92119, Victoria Street West, Auckland 1142, no later than 2.00pm on Tuesday 1 December 2026.
Results of the voting will be posted on the Company’s website following the conclusion of the Annual Meeting and
finalisation of the voting results.
The Company’s 2026 external auditor, Deloitte, will be available at our Annual Shareholder Meeting to answer questions
from Shareholders relevant to the external audit.
ATTENDING THE MEETING ONLINE
All shareholders will have the opportunity to attend and participate in the 2026 Annual Meeting online virtually through
the Computershare Meeting Services web platform https://meetnow.global/nz (using a computer, laptop, tablet or
smartphone).
Audio will stream through the selected device, so shareholders will need to ensure that they have the volume control
on their headphones or device turned up. Shareholders will be able to view the presentations, vote on the resolutions
to be put to shareholders and submit questions, by using their own computers or mobile devices. Shareholders will
still be able to appoint a proxy to vote for them as they otherwise would, by following the instructions on the proxy form
and this Notice of Annual Meeting. Details on how to participate ‘virtually’ are provided in the accompanying Virtual
Meeting Guide with instructions for accessing the virtual meeting.

DELEGAT GROUP LIMITED • NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
SHAREHOLDER QUESTIONS
Shareholders will have the opportunity to ask questions during the meeting in person or via the Computershare Meeting
Platform from their desktop or mobile devices (refer to the attached Virtual Meeting Guide for more information).
Shareholders may also submit questions in advance of the meeting to www.investorvote.co.nz or by using the Voting/
Proxy Form. The Company reserves the right not to address questions that, in the Chair’s opinion, are not reasonable
in the context of an annual shareholders’ meeting.
Explanatory Notes
A: ORDINARY BUSINESS
EXPLANATORY NOTE 1
Chair and Chief Executive Officer’s Reports
The Chair and Chief Executive Officer will each give a presentation on the financial year ended 30 June 2026. Events
occurring after 30 June 2026 will also be discussed.
EXPLANATORY NOTE 2
Election of Directors
Under NZX Main Board Listing Rule 2.7.1, and in accordance with the Company’s Constitution, all directors must not
hold office (without re-election) past the third annual meeting of shareholders following the director’s appointment, or
three years, whichever is the longer.
Jakov (Jim) Delegat and Phillipa Muir are subject to rotation under the NZX Listing Rules and retire by rotation at this
Annual Meeting.
The Board has determined that Jim Delegat is not an Independent Director, and Phillipa Muir is an Independent Director
(as defined by the NZX Listing Rules).
Biographical details for the directors proposed to be re-elected by rotation are set out below:
Jim Delegat is a Non-Executive Director of Delegat Group Limited and has been on the Board since the Company listed in
2006. He has been involved in the New Zealand wine industry all his working life and is thoroughly experienced in every
aspect of the business. Jim is one of only a handful of second generation family wine producers in the country. Active
in industry affairs, Jim has been a Director of both the Wine Institute of New Zealand and New Zealand Winegrowers,
having previously served on the Board of the Wine Institute of New Zealand for more than 13 years. Jim Delegat was
awarded Visionary Leader at the Deloitte Top 200 Awards 2022. He is a member of the Institute of Directors.
Phillipa Muir is a Non-Executive Director of Delegat Group Limited and joined the Board in 2020. Phillipa is currently
also a senior partner and Chair of law firm Simpson Grierson, a Trustee of Sweet Louise Foundation and Chair of
Auckland Grammar School’s Headmaster’s Council. Phillipa was awarded the Excellence in Governance Award at the
NZ Women in Governance Awards in 2018 and has held a number of previous governance roles. She is a member of the
Institute of Directors.
Both directors standing for re-election do so with the support of the Board.
EXPLANATORY NOTE 3
Increase in Director Fee Pool
This resolution seeks shareholder approval, pursuant to NZX Listing Rule 2.11.1, to increase the maximum aggregate
annual remuneration payable to the Company’s non-executive directors from $730,000 to $950,000 per annum, plus
GST if applicable, effective from 1 January 2027. The proposed increase in the maximum pool is $220,000 or 30.1%. The
Board does not intend to allocate the full pool immediately. Based on the current Board and committee structure, the
proposed annual fees total $870,000, an increase of $140,000 or approximately 19.2%. The remaining $80,000 would
provide headroom for future Board requirements.
Background
The Board reviews non-executive director remuneration periodically to ensure it remains appropriate to the
responsibilities of the roles and enables Delegat to attract and retain directors with the skills, experience and capability
required to oversee the business.
The current fee pool of $730,000 was approved by shareholders in December 2022. Since then, no changes have
been made to the Board Chair fee, non-executive director base fee or Board committee fees. The Board has not
recommended a director fee change for five years. The current pool is now fully allocated and provides no headroom
for Board succession, changes in Board or committee composition, or reasonable future fee adjustments.

Independent Benchmarking Review
The Board engaged PwC to undertake an independent benchmarking review of Delegat’s non-executive director fees.
A summary of the benchmarking is enclosed with this Notice of Meeting and is available at www.delegat.com/investor-
information. The review compared Delegat’s existing fee structure with a comparator group of 11 NZX-listed companies
developed by Management and approved by the Board with reference to market capitalisation and total assets. PwC
provided independent market information but was not engaged to recommend the proposed fees.
PwC’s analysis found that Delegat’s current fees are generally positioned below the relevant comparator medians:
• the Board Chair fee is 86% of the comparator group median;
• the non-executive director base fee is 92% of the comparator group median;
• the Audit & Risk Committee Chair fee is 75% of the comparator group median;
• the Audit & Risk Committee Member fee is 74% of the comparator group median; and
• the People, Culture & Safety Committee Chair and Member fees are each 94% of the comparator group median.
On the same basis of comparison, the proposed Board Chair and non-executive director base fees are approximately
105.3% and 106.8% of the respective comparator medians. This compares with the current fees of 86% and 92%
respectively. Based on the current comparator data, the proposed fees would sit at approximately the 75th percentile.
Delegat’s market capitalisation is 96% of the comparator median and its total assets are 110% of the comparator
median. These measures indicate Delegat is broadly comparable in size to the comparator group. The Board has
also considered the nature of Delegat’s operations and the experience and oversight required of its directors, as

explained below.
Proposed Fee Structure
If shareholders approve the increase in the fee pool, the Board currently intends to allocate fees as follows:
OfficeCurrent Rem
2026


$
Proposed
Rem

2027
$
Increase



$
Increase



%
Number of
person(s)
holding
office
Board Chair $180,000$220,000$40,00022.2%1
Directors$95,000$110,000$15,00015.8%5
Audit & Risk Committee Chair$15,000$20,000$5,00033.3%1
Audit & Risk Committee Member$7, 5 0 0$10,000$2,50033.3%3
People, Culture & Safety Committee Chair$15,000$20,000$5,00033.3%1
People, Culture & Safety Committee Member$7, 5 0 0$10,000$2,50033.3%3
Total Annualised fees$730,000$870,000$140,00019.2%
Pool Headroom $ –$80,000$80,000
Total Director Fee Pool$730,000$950,000$220,00030.1%
The Audit & Risk Committee fees reflect the relevant comparator medians. The People, Culture & Safety Committee
fees are proposed to be aligned with the Audit & Risk Committee fees, recognising its combined mandate covering
people, remuneration, health and safety responsibilities, unlike most of the comparator companies.
Reasons for the Proposed Increase
The Board considers that an increase in the fee pool is appropriate because:
(a) Bringing existing fees into line with current market conditions
Delegat’s existing fees are below the relevant comparator medians and have remained unchanged since the current
pool was approved in 2022. The benchmarking supports an increase to reflect current market conditions. The Board
has separately considered why the Chair and non-executive director base fees should be set modestly above the
comparator medians.
(b) Governance requirements supporting the premiums over median base fees
Delegat operates a global premium wine business combining vineyard and winemaking operations in New Zealand and
Australia with international brand development, sales and distribution across many foreign jurisdictions.
Oversight of this business requires significant experience across international consumer markets, agricultural
production, substantial long-term assets, capital allocation, tariffs and foreign exchange risk. Directors must assess
DELEGAT GROUP LIMITED • NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

these matters together, including the relationship between long-term production and investment decisions and
changing conditions in international markets.
The Board considers that this combination of responsibilities requires a breadth of commercial experience and
governance capability that warrants a modest premium over median base fees. The Board considers these premiums
proportionate to Delegat’s governance requirements and appropriate to support the attraction and retention of
directors with the experience and capacity required to oversee the business.
(c) Committee responsibilities
The proposed committee fees recognise the additional responsibilities and time commitment of committee
membership and leadership. Audit & Risk Committee fees would be aligned with the relevant comparator medians.
The proposed equivalent fees for the People, Culture & Safety Committee recognise the breadth of its combined
responsibilities.
(d) Headroom and future flexibility
The proposed $80,000 of headroom is not intended to be allocated immediately. It would provide flexibility for:
• Board succession and appointment transitions;
• changes in Board or committee composition;
• the establishment of an additional committee;
• significant additional duties undertaken by directors; and
• reasonable future market or inflation-related adjustments.
Any change in fee allocation will require formal Board approval. Fees paid to each director will be disclosed in the
Company’s annual report.
Board Recommendation
The Board considers the proposed fees and maximum fee pool to be fair and reasonable. The proposal addresses
existing fees that are below comparator medians and provides modest premiums over median Chair and non-executive
director base fees in recognition of Delegat’s governance requirements. It also provides headroom for future Board
and committee needs.
For these reasons, the Board unanimously recommends that shareholders vote in favour of the resolution.
Directors and their associated persons will be prohibited from voting on the resolution in accordance with the NZX
Listing Rules.
EXPLANATORY NOTE 4
Appointment and Remuneration of Auditor
Section 207T of the Companies Act 1993 provides that a company’s auditor is automatically reappointed unless there
is a resolution or other reason for the auditor not to be reappointed. The Company wishes Deloitte to continue as the
Company’s auditor, and Deloitte has indicated its willingness to do so.
Section 207S of the Companies Act 1993 provides that the fees and expenses of Deloitte as auditor are to be fixed
by the Company at the Annual Meeting or in such a manner as the Company determines at the Annual Meeting. The
Board proposes that, consistent with past practice, the auditor’s fees and expenses should be fixed by the directors.
DELEGAT GROUP LIMITED • NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

Car Parking Information
The closest paid parking is at Wynyard Car Park: on the corner
of Halsey Street — approximately a two-minute walk from the
venue.
Wynyard Car Park information:

www.wynyardcarpark.co.nz
Viaduct Harbour — Downtown Car Park: Paid parking at

31 Customs Street West, with vehicle entry at the corner of Lower
Hobson Street and Customs Street West — approximately 15–20
minutes on foot via Viaduct Harbour and Wynyard Crossing.
Downtown Car Park information:

downtowncarpark.co.nz
Accessible parking
Shareholders holding a mobility parking permit may refer to
Auckland Transport’s mobility parking map for designated
spaces near the venue. Spaces are subject to availability.
Suitable parking, passenger drop-off facilities and step-free
access are available in front of the venue.
Auckland Transport’s mobility parking map:

at.govt.nz/driving-and-parking/find-parking/mobility-parking
DELEGAT GROUP LIMITED • NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
IMPORTANT NOTICE: CHANGE OF VENUE
PIPIRI LANE
124 Halsey Street, Wynyard Quarter, Auckland
The venue has changed this year from Ellerslie to Pipiri Lane.
Travel to the venue
By car, taxi or Uber: Please use the venue address above for GPS navigation or advise your driver. Allow sufficient time
for traffic and parking.
On foot: Please allow approximately 5–10 minutes from the Viaduct Harbour dining precinct via Wynyard Crossing or,
15–20 minutes from Britomart Station (Waitematā).
Venue Entrance
The building is just past ASB Bank, opposite Park Hyatt, Auckland.
Pipiri
Lane
124
Halsey St
Downtown
Car Park
Wynyard
Car Park
Pipiri
Lane
124
Halsey St

---

For your proxy to be effective it must be received by 2.00pm (New Zealand time) Tuesday 1 December 2026
DELEGAT GROUP LIMITED (DELEGAT)
ANNUAL MEETING PROXY/VOTING FORM
Lodge your proxy
Online
www.investorvote.co.nz
By Mail
Computershare Investor Services Limited
Private Bag 92119, Victoria Street West,
Auckland 1142 New Zealand
For all enquiries contact
+64 9 488 8777

corporateactions@computershare.co.nz
How to Vote on Items of Business
All your shares will be voted in accordance with your directions.
Appointment of Proxy
If you do not plan to attend the meeting, you may appoint a proxy. To do this, enter the name of
your proxy in the space allocated in ‘Step 2’ of this form.
Direct your proxy how to vote by marking one of the boxes opposite each item of business. If
you do not mark a box your proxy may vote as they choose. If you mark more than one box on
an item of business your vote will be invalid on that item.
Appointing the Chair or any other director as your proxy
The Chair of the meeting, or any other Delegat director, is willing to act as proxy for any
shareholder who wishes to appoint her or him to vote on their behalf. To appoint the Chair of
the meeting or a director as your proxy enter ‘the Chair’ or the name of the director you wish to
appoint in the space allocated in ‘Step 2’ of this form.
If, in appointing a proxy, you have inadvertently not named someone to be your proxy, or your
named proxy does not attend the meeting, the Chair of the meeting will be your proxy and will
vote in accordance with your express direction.
The Chair and any other Directors are prohibited from voting discretionary proxies for resolution
3 - Directors’ fees.
Attending the Meeting Virtually
If you propose to attend the meeting virtually, please read the enclosed Virtual Meeting Guide
prior to the meeting. You can participate in the meeting virtually through the web platform
https://meetnow.global/nz and entering the meeting. You will be able to view presentations,
ask questions and cast your vote from your own computer, mobile or similar device. For any
assistance with the process, please contact Computershare on +64 9 488 8777 between
8.30am-5.00pm Monday to Friday.
All shareholders will have the opportunity to attend and participate in the 2026 Annual Meeting either in person at the Te Kāhui Room, Pipiri Lane,
124 Halsey Street, Wynyard Quarter, Auckland 1010 or online at the Computershare meeting platform https://meetnow.global/nz
Signing Instructions for Postal Proxies
Individual
Where the holding is in one name, the shareholder must sign
this form.
Joint Holding
At least one joint shareholder should sign this form (on behalf of
all joint shareholders). If different joint shareholders purport to
appoint different proxies, the vote of the proxy appointed by the
first named joint shareholder will prevail.
Power of Attorney
If this Proxy Form has been signed under a power of attorney, a
certified copy of the power of attorney and a signed certificate
of non-revocation of the power of attorney must accompany this
Proxy Form.
Companies
This Proxy Form must be signed by a duly authorised officer or
attorney. Persons who sign on behalf of a company must be
acting with the company’s express or implied authority.
Comments & Questions
If you have any comments or questions you wish to be addressed at
the meeting, please write them on a separate sheet of paper and
return them with this form, or email murray.annabell@delegat.com
Go online or turn over to complete the form
smartphone?
Scan the QR code to vote now.
HYBRID MEETING
Your secure access information
Control Number: 109461 CSN/Shareholder Number:
PLEASE NOTE: You will need your CSN/Shareholder Number and New Zealand Postcode/Country of Residence to appoint a proxy online.
www.investorvote.co.nz
Lodge your proxy online, 24 hours a day, 7 days a week:

DELEGAT GROUP LIMITED • PROXY FORM/VOTING PAPER
Elect Electronic Communications
STEP 1 Provide Your Email Address to Receive Communications Electronically
Elect electronic communications by providing your email address below:
Email address:
By providing an email address above it is acknowledged that all communications for my portfolio will be received electronically where offered.
Proxy/Corporate Representative Form
STEP 2 Appoint a Proxy to Vote on Your Behalf
I/We being a shareholder/s of Delegat Group Limited
appoint of
or failing him/her of
as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions at Delegat’s Annual Meeting of shareholders
to be held in person at the Te Kāhui Room, Pipiri Lane, 124 Halsey Street, Wynyard Quarter, Auckland 1010 and online at https://meetnow.global/nz on
Thursday 3 December 2026 at 2:00pm (New Zealand time) and at any adjournment of that meeting.
STEP 3 Items of Business – Voting Instructions
Please note: If you mark abstain for an item, you are directing your proxy not to vote on your behalf and your votes will not be counted in computing the required majority. If you do
not mark a box your proxy may vote as they choose, except for a director (or associated person of a director) who will abstain from voting any undirected proxy on the resolutions.
Resolutions
Re-election of Directors
ForAgainstAbstain
Proxy
Discretion
Item 1That Jakov (Jim) Delegat be re-elected as a Delegat Director.
Item 2That Phillipa Muir be re-elected as a Delegat Director.
Directors’ Fees
Item 3That the total annual director fee pool be increased by $220,000 to $950,000.
Auditor Fees and Expenses
Item 4That the Board of Delegat Group Limited be authorised to fix the fees
and expenses of Deloitte as auditor.
CSN/Shareholder Number:
Number of shares:
If your proxy is not the Chair of the Meeting or any other director of the Company and will be attending the meeting remotely, please ensure that you provide their contact details
(phone and email address). If this information is not provided, we cannot guarantee remote admission to the virtual meeting for your proxy.
Proxy contact Details (Phone): (Email):
SIGN Signature of Shareholder(s) This section must be completed.
Shareholder 1 Shareholder 2 (if applicable) Shareholder 3 (if applicable)

Individual/Authorised officer or attorney Individual/Authorised officer or attorney Individual/Authorised officer or attorney
Contact Name Contact Daytime Telephone Date
ATTENDANCE SLIP
Annual Meeting of Shareholders of
Delegat Group Ltd to be held at
Te Kāhui Room, Pipiri Lane, 124 Halsey Street, Wynyard Quarter, Auckland 1010
On Thursday 3rd December 2026 commencing at 2.00pm
And virtually via Computershare’s virtual meeting
Platform https://meetnow.global/nz

---

Attending the meeting online
HOW TO PARTICIP ATE IN VIRTUAL/HYBRID MEETINGS
When successfully authenticated, the home
screen will be displayed. You can watch the
webcast , vo te, ask questions, and view meeting
materials in th e do cuments folder. The image
highlighted blue indicates the page you have active.
The webcast will appear and begin
automatically once the meeting has started.
Voting
Resolutions will be put forward once voting is
decl ared open by the Chair. Once the voting
has opened, the resolution and voting options
wil l appear.
To vo te, simply select your voting direction from
the options shown on screen. You can vote for all
res olutions at once or by each resolution.
Your vote has been cast when the green tick
appears. To change your vote, select ‘Change
Your Vote’.
Q&A
Navigation
Visit https://meetnow.global/nz
Access
Access the online meeting at
https://meetnow.global/nz, and select the required
meeting. Click 'JOIN MEETING NOW'.
If you are a shareholder:
Select 'Shareholder' on the login screen and enter
your CSN/Holder Number and a postcode or country
that matches the details recorded on the share
register.
If your registered address is outside New Zealand,
select your registered country from the drop down list
instead of entering a postcode. Then accept the t erms
and conditions and click 'Continue'.
If you are an invited guest:
You will receive an email invitation to attend the online
meeting. Click on the link in the invitation to access the
meeting.
Please note, this meeting is only open to invited guests.
Guests will not be able to vote at the meeting.
If you are a proxy holder:
You will receive an email invitation the day before the
meeting to access the online meeting. Click on the link
in the invitation to access the meeting.
Contact
If you have any issues accessing the
website please call +64 9 488 8700.
Any eligible shareholder/proxy attending the
meeting remotely is eligible to ask a question.
Select the Q&A tab and type your question into
Our online meeting provides you the opportunity to
participate online using your smartphone, tablet or computer.
If you choose to attend online you will be able to view a live
webcast of the meeting, ask questions and submit your votes
in real time.
You will need the latest version of Chrome, Safari or Edge.
Please ensure your browser is compatible.
the box at the bottom of the screen and press
'Send '.
Attending the meeting online
HOW TO PARTICIP ATE IN VIRTUAL/HYBRID MEETINGS
When successfully authenticated, the home
screen will be displayed. You can watch the
webcast , vo te, ask questions, and view meeting
materials in th e do cuments folder. The image
highlighted blue indicates the page you have active.
The webcast will appear and begin
automatically once the meeting has started.
Voting
Resolutions will be put forward once voting is
decl ared open by the Chair. Once the voting
has opened, the resolution and voting options
wil l appear.
To vo te, simply select your voting direction from
the options shown on screen. You can vote for all
res olutions at once or by each resolution.
Your vote has been cast when the green tick
appears. To change your vote, select ‘Change
Your Vote’.
Q&A
Navigation
Visit https://meetnow.global/nz
Access
Access the online meeting at
https://meetnow.global/nz, and select the required
meeting. Click 'JOIN MEETING NOW'.
If you are a shareholder:
Select 'Shareholder' on the login screen and enter
your CSN/Holder Number and a postcode or country
that matches the details recorded on the share
register.
If your registered address is outside New Zealand,
select your registered country from the drop down list
instead of entering a postcode. Then accept the t erms
and conditions and click 'Continue'.
If you are an invited guest:
You will receive an email invitation to attend the online
meeting. Click on the link in the invitation to access the
meeting.
Please note, this meeting is only open to invited guests.
Guests will not be able to vote at the meeting.
If you are a proxy holder:
You will receive an email invitation the day before the
meeting to access the online meeting. Click on the link
in the invitation to access the meeting.
Contact
If you have any issues accessing the
website please call +64 9 488 8700.
Any eligible shareholder/proxy attending the
meeting remotely is eligible to ask a question.
Select the Q&A tab and type your question into
Our online meeting provides you the opportunity to
participate online using your smartphone, tablet or computer.
If you choose to attend online you will be able to view a live
webcast of the meeting, ask questions and submit your votes
in real time.
You will need the latest version of Chrome, Safari or Edge.
Please ensure your browser is compatible.
the box at the bottom of the screen and press
'Send '.

---

To help protect your privacy, PowerPoint has blocked automatic download of this picture.
Delegat Group Limited

PwC’s Reward Services team has been engaged by the Delegat Group Limited (Delegat) Board of Directors (Board) to provide inde
pendent
remuneration benchmarking services in relation to Delegat’s Directors’ fees (the Services).As lead engagement Partner for the provision of the Services to the Board, I declare that no influence has been brought to bear upon me or, to the best of my knowledge and belief, any member of the PwC Reward Services team, by any Board member, employee or executive of Delegat or any other party, regarding the services or outcomes of the Services.
Dated: 27 October 2026
Chris PlacePartnerPricewaterhouseCoopers

The table below summarises market remuneration data for non-executive director fees from a comparator group of 11 listed New Zealand companies developed by Delegat management and approved by the Delegat Board for the purposes of this exercise. The peer group was underpinned by market capitalisation and total assets, and details of the comparator group are provided in Appendix A. We observe that market capitalisation is generally the primary reference measure for listed-company director fee benchmarking, and the most common basis for benchmarking director fees. Gross assets can be a relevant secondary indicator for an asset-intensive business because it can provide context on the operating and capital base overseen by the Board. Neither measure should be determinative in isolation however, and asset value can be influenced by factors including business model, leverage and accounting treatment. Director fee benchmarking should therefore always be considered based on a range of factors including market capitalisation, assets, revenue, and the relative complexity and risk profile of the comparators.On
Delegat’s
request, the summary table shows median and 75
percentile director fee data from the comparator group.
Delegat’s
current directors' fees are compared to the median fee data.
Data is current to the date of this report and has been sourced from publicly available information, including the most recent annual reports and NZX disclosures of the comparator companies.Summary table
(see table notes on the page overleaf)
Position
Sample
size
Market median
Market 75
percentile
Delegat policy fee
Comparison to the
market median
Board Chair
9
209,000
220,000
180,000
86%
NED
11
103,000
108,500
95,000
92%
Chair of Audit & Risk committee
11
20,000
20,300
15,000
75%
Chair of Audit & Risk committee -aggregated
11
123,600
128,500
110,000
89%
Chair of People, Culture & Safety committee
10
16,000
10,800
15,000
94%
Chair of People, Culture & Safety committee
–
aggregated
10
121,000
115,000
110,000
91%
Member of Audit & Risk committee
6
10,200
19,600
7,500
74%
Member of Audit & Risk committee-aggregated
6
111,700
125,400
102,500
92%
Member of People, Culture & Safety committee
5
8,000
10,000
7,500
94%
Member of People, Culture & Safety committee - aggregated
5
110,000
113,300
102,500
93%
Total pool fee
10
873,000
915,000
730,000
84%
Actual fees paid
11
765,000
899,100
730,000
95%
Where the Board chooses to position its fees against this market data will depend on the Board’s view of the overall relevanc
e o
f the comparator group and specifically, Delegat’s perceived relative
complexity of operations, relative scale, ranking (by scale) and risk profile as compared with those of the comparator companies.

Table notes:1. Analysis of the 9 companies in the sample which had an NZ based non-executive Board Chair. Of the remaining two Chair roles excluded from the analysis
–
one role was a Non-
Independent Chair (CEO from the majority shareholder), and the remaining Chair was based and paid in the UK. The majority of Chair roles received no committee fees, with the base fee recompensing all Board roles held. Where additional fees were paid, this data was included in the analyses.
2. Analysis of base NED fees for all 11 companies in the comparator group. 3.
Analysis of each of the 11 companies’ committee fees for this position. Aggregated remuneration analysis
- which reflects payment of the NED fee + Committee Chair fee - has also
been itemised for completeness.
4. Analysis of each of the 10 companies that had this role/paid additional remuneration to this role. Both committee fee only and aggregated fees (NED fee + Committee Chair fee) are
provided. Delegat data is compared to a sample made up mostly of People & Remuneration Committees
–
see comments below.
5. Analysis of each of the 6 companies that had this role/paid additional remuneration to this role. Aggregated remuneration analysis
–
which reflects payment of the NED fee + committee
fee - is also provided.
6. Analysis of each of the 5 companies that had this role/paid additional remuneration to this role. Aggregated remuneration analysis (NED fee + committee fee) is also provided. Delegat
data is compared to a sample made up mostly of People & Remuneration Committees
–
see comments below.
7. Analysis of each of the 10 companies where a pool fee is set/disclosed.8. Analysis for all 11 companies of actual fees paid. Commentary regarding Delegat’s People, Culture & Safety Committee Chair fee:
In considering the relativity of the Delegat People, Culture and Safety (PC&S) Committee fees to the market data, we observe:•
The Delegat committee combines the People & Remuneration and Health & Safety governance functions into a single committee. Only two of the companies in the sample appear, based on disclosures, to combine their people & remuneration or equivalent governance function with another significant governance accountability.
•
As a result, the Delegat PC&S Committee Chair appears to have a broader governance remit than the majority of the sample. The narrower remit of the majority of the sample is a factor which should be taken into account when determining where to position
Delegat’s
fees relative to the data.

* Market capitalisation was sourced from the NZX website during September 2026. Revenue and total assets data was sourced from the latest annual reports.
Company
Market
capitalisation
($ millions)*
Napier Port
725
Turners Automotive
688
Tourism Holdings
620
Sanford
585
Oceania Healthcare
536
NZX
486
Gentrack
476
Sky Network Televisión
472
T&G Global (Turners & Growers)
281
NZME
200
KMD Brands
136
Delegat Group
465
Market median
486
CR to median
96%
Company
Company Total
Assets
($ millions)*
Revenue
($ millions)*
Oceania Healthcare
3,076
267
Tourism Holdings
1,578
853
KMD Brands
1,351
989
T&G Global (Turners & Growers)
1,139
1,559
Turners Automotive
1,071
451
Sanford
1,007
584
Sky Network Televsion
739
825
Napier Port
594
158
Gentrack
325
230
NZX
277
129
NZME
239
341
Delegat Group
1,106
364
Market median
1,007
451
CR to median
110%
81%